EX-10.11



 Exhibit 10.11 

CAPNIA, INC. 

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT 

This Convertible Note and Warrant Purchase Agreement (this “Agreement”) is made as of February 10, 2010, by and among
Capnia, Inc., a Delaware corporation (the “Company”), with offices at 2445 Faber Place, Suite 250, Palo Alto, CA 94303 and the persons and entities listed on the Schedule of Investors attached hereto as Exhibit A (the
“Investors”). 
 RECITALS 

WHEREAS, on the terms and subject to the conditions set forth herein, each Investor is willing to purchase from the Company, and the Company
is willing to sell to such Investor, a convertible promissory note in the principal amount set forth opposite such Investor’s name on Exhibit A hereto (the “Schedule of Investors”), together with a related warrant
to acquire shares of the Company’s capital stock. 
 WHEREAS, unless otherwise stated, capitalized terms not otherwise defined herein
shall have the meaning set forth in the form of Note (as defined below). 
 WHEREAS, in order to induce the Investors to purchase the Notes
and Warrants, the Company and the Investors are entering into an Exchange Agreement that provides for the exchange of certain shares of Common Stock into Preferred Stock following the Conversion Event (as defined below), a form of which is attached
hereto as Exhibit D (the “Exchange Agreement”); and 
 WHEREAS, immediately before the effectiveness of this
Agreement, the holders of at least two-thirds of the outstanding Preferred Stock shall request in writing the conversion on or before the Initial Closing (the “Conversion Event”) of all outstanding shares of Preferred Stock into
shares of Common Stock pursuant to Section 4(B) of Article V of the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”). 

AGREEMENT 
 NOW THEREFORE,
in consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows: 

1. Issuance of Convertible Promissory Notes and Warrants to Purchase Stock. 

1.1 Convertible Promissory Notes. Each Investor, severally and not jointly, agrees, on the terms and conditions specified in this
Agreement, to lend to the Company the sum set forth in Exhibit A opposite such Investor’s name (individually a “Loan” and collectively the “Loans”) at the Closing (as defined below). Each
Investor’s Loan shall be evidenced by a convertible promissory note (individually a “Note” and collectively the “Notes”) dated as of the date of the Closing in the form of Exhibit B attached hereto.








 1.2 Warrant to Purchase Shares. Concurrently with the sale and issuance of the Notes to
the Investors, the Company will issue to each Investor a warrant in the form attached hereto as Exhibit C (each, a “Warrant” and, collectively, the “Warrants”) to purchase up to that number of shares of
Preferred Stock as set forth in the Warrant, for a purchase price equal to $0.0001 times the principal amount of the corresponding Note. 

1.3 Place and Date of Closing. Subject to the terms and conditions hereof, the purchase, sale and issuance of the Notes and the
Warrants (collectively, the “Securities”) shall take place at one or more closings (each of which is referred to in this agreement as a “Closing”). The initial Closing (the “Initial Closing”) will
be held at the offices of Wilson Sonsini Goodrich & Rosati, 650 Page Mill Rd., Palo Alto, California at 3:00 p.m. on February 10, 2010, or at such other time and place as the parties shall mutually agree. If less than $4,700,000
face amount of the Notes are sold and issued at the Initial Closing, then subject to the terms and conditions hereof, the Company may sell and issue Notes (but in no event for an aggregate face amount along with Notes sold at the Initial Closing
greater than $4,700,000) at one or more subsequent Closings, within 30 days of the Initial Closing (the last day of such period, the “Final Closing Date”). Should any such sales be made, the Company shall prepare and distribute to
the Investors, either before or after any such subsequent Closing, a revised Exhibit A (Schedule of Investors) to this Agreement. Each subsequent Investor shall become a party to this Agreement. 

1.4 Delivery. At each Closing, the Company will deliver to each applicable Investor a Note and Warrant to be purchased by such
Investor, against receipt by the Company of the corresponding purchase price set forth on Exhibit A (the “Purchase Price”). At each Closing, each applicable Investor shall deliver to the Company the Purchase Price in respect
of the Note and Warrant being purchased by such Investor as set forth on Exhibit A. 
 2. Authorization. The Company has
authorized the sale and issuance of Notes with an aggregate principal amount of up to $4,700,000. 
 3. Representations and Warranties of
the Company. The Company represents and warrants to the Investors as follows: 
 3.1 Organization; Good Standing; Qualification.
The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware. The Company is duly qualified and is authorized to transact business and is in good standing as a foreign corporation in
the State of California and each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company’s business, properties or financial condition. 

3.2 Corporate Power. The Company has all requisite legal and corporate power and authority (i) to own and operate its properties
and assets and to carry on its business as presently conducted and as contemplated to be conducted in the future, (ii) to execute and deliver this Agreement, (iii) to sell and issue the Securities, and (iv) to carry out and perform
the provisions of this Agreement. 
 3.3 Authorization. All corporate action on the part of the Company, its officers, directors and
stockholders necessary for the authorization, execution, delivery of this Agreement, the 

  
 -2- 








 
performance of all obligations of the Company hereunder, and the authorization, issuance, sale and delivery of the Securities has been taken or will be taken prior to the Closing. This Agreement,
when executed and delivered by the Company, will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Securities, when
issued in compliance with the provisions of this Agreement will be validly issued, fully paid and nonassessable and will be free of any liens or encumbrances, other than any liens or encumbrances created by the Investors; provided, however, that the
Securities may be subject to restrictions on transfer under state and/or federal securities laws. 
 3.4 Capitalization. The
authorized capital of the Company consists, or will consist immediately prior to the Closing, of 21,702,428 shares of Preferred Stock, 459,375 of which shares have been designated Series A Preferred Stock, all of which are issued and outstanding,
and 3,743,053 of which shares have been designated Series B Preferred Stock, 3,597,990 of which are issued and outstanding, 17,500,000 of which shares have been designated Series C Preferred Stock, 10,694,189 of which are issued and outstanding
and 29,500,000 shares of Common Stock (“Common Stock”), 1,693,456 of which shares are issued and outstanding. Except for (a) the conversion privileges of the Preferred Stock, (b) options exercisable for 51,875 shares of
Common Stock, (c) the Company’s 1999 Stock Plan, as described below, and (d) the rights as set forth in that certain Amended and Restated Investor Rights Agreement dated as of March 20, 2008 by and among the Company and certain
of the Company’s stockholders (the “Rights Agreement”), there are no outstanding options, warrants, rights (including conversion or preemptive rights) for the purchase or acquisition from the Company of any of its securities.
The Company has reserved 4,755,324 shares of Common Stock for issuance pursuant to the Company’s 1999 Stock Plan, as amended, of which 2,947,625 shares are subject to outstanding options or stock purchase rights, 1,475,048 shares remain
available for future grant and 332,651 shares have been issued upon exercise of options or stock purchases. 
 3.5 Compliance with Other
Instruments. The Company is not in violation or default of any provision of its charter or bylaws (both as amended to date) or in any material respect of any provision of any mortgage, indenture, agreement, instrument or contract to which it is
a party or by which it is bound or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement,
and the consummation of the transactions contemplated hereby, will not result in any such violation or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such
provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or
approval applicable to the Company, its business or operations or any of its assets or properties. 
 3.6 Governmental Consent, etc.
No consent, approval, qualification, order or authorization of, or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the Company’s execution, delivery or performance of
this 

  
 -3- 








 
Agreement, the offer, sale or issuance of the Securities, except such filings as have been made prior to the Closing, except any notices of sale required to be filed with the Securities and
Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), or such post-Closing filings as may be required under applicable state securities laws, which will be timely filed with the
applicable periods therefor. 
 3.7 Offering. Subject in part to the truth and accuracy of the Investors’ representations set
forth in Section 4, the offer, sale and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of Section 5 of the Securities Act, and all applicable state securities laws, and neither
the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption. 
 3.8
Litigation. There is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened against the Company that might result, either individually or in the aggregate, in any adverse change in the
Company’s business, properties or financial condition, or in any change in the current equity ownership of the Company, nor, to the Company’s knowledge is there any reasonable basis therefor. The foregoing includes, without limitation, any
action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened involving the prior employment of any of the Company’s employees, their use in connection with the Company’s business of any
information or techniques allegedly proprietary to any of their former employers or their obligations under any agreement with their former employers. The Company is not a party to or, to its knowledge, named in or subject to any order, writ,
injunction, judgment or decree of any court, government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or that the Company currently intends to initiate. 

3.9 Brokers or Finders; Other Offers. The Company has not incurred, and will not incur, directly or indirectly, as a result of any
action taken by the Company, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement. 

3.10 Disclosure. Neither this Agreement nor any other written statements or certificates made or delivered in connection herewith, when
taken as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. 

4. Representations and Warranties of the Investors. Each Investor hereby represents and warrants, severally and not jointly, and only
with respect to itself, to the Company with respect to the purchase of the Securities: 
 4.1 Power; Authorization. Such Investor has
all requisite power and authority to execute and deliver this Agreement. This Agreement, when executed and delivered by such Investor, will constitute a valid and legally binding obligation of such Investor, enforceable in accordance with its
respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies. 

  
 -4- 








 4.2 Purchase Entirely for Own Account. This Agreement is made with such Investor in
reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Securities will be acquired for investment for such Investor’s own account, not
as a nominee or agent, and not with a view to the resale or distribution of any part thereof. 
 4.3 Reliance upon Investors’
Representations. Such Investor understands that the Securities are not registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of the Securities hereunder is exempt from registration under
the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on the Investors’ representations set forth herein. 

4.4 Disclosure of Information. Such Investor believes it has received all the information such Investor considers necessary or
appropriate for deciding whether to purchase the Securities. Such Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and the Company’s
business, properties, prospects and financial condition and to obtain additional information necessary to verify the accuracy of any information furnished to such Investor or to which such Investor had access. The foregoing, however, does not limit
or modify the representations and warranties of the Company in Section 3 or the right of such Investor to rely thereon. 
 4.5
Investment Experience; Economic Risk. Such Investor understands that the Company has a limited financial and operating history and that an investment in the Company involves substantial risks. Such Investor represents to the Company that
except as otherwise disclosed to the Company, in writing, prior to such Investor’s execution of this Agreement, such Investor is an Accredited Investor (as defined in Rule 501 of the Securities Act) or such Investor is experienced in evaluating
and investing in private placement transactions of securities of companies in a similar stage of development to that of the Company and acknowledges that such Investor is able to fend for himself, herself or itself. Such Investor has such knowledge
and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of the investment in the Securities. Such Investor can bear the economic risk of such Investor’s investment and is able, without
impairing such Investor’s financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of such Investor’s investment. If other than an individual, Investor also represents such Investor has not
been organized for the purpose of acquiring the Securities. 
 4.6 Residency. In the case of an Investor who is an individual, the
state of such Investor’s residency, or, in the case of an Investor that is a corporation, partnership or other entity, the state of such Investor’s principal place of business, is correctly set forth on the Schedule of Investors. 

4.7 Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under
the federal securities laws inasmuch as they are being 

  
 -5- 








 
acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such the Securities may be resold without
registration under the Securities Act only in certain limited circumstances. In this connection, such Investor represents that it is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares
purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale
occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of
shares being sold during any three-month period not exceeding specified limitations. 
 4.8 Brokers or Finders. The Company has not,
and will not, incur, directly or indirectly, as a result of any action taken by such Investor, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement. 

4.9 Market Standoff. The Investor agrees that it will not, without the prior written consent of the managing underwriter, during the
period commencing on the date of the final prospectus relating to the Company’s initial public offering or first secondary public offering, as applicable, and ending on the date specified by the Company and the managing underwriter (such period
not to initially exceed one hundred eighty (l80) calendar days and as may be extended for up to two additional 17 day periods) (the “Lock-Up Period”) (i) lend, offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including
(without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether
now owned or hereafter acquired), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of securities, in cash or otherwise, provided that all officers and directors of the Company and holders of
at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. The foregoing covenants shall apply to the Company’s initial public offering of equity securities and to the
Company’s first secondary public offering of equity securities, but it shall not apply to the sale of any shares by an Investor to an underwriter pursuant to an underwriting agreement. The Investor agrees to execute an agreement(s) reflecting
(i) and (ii) above as may be requested by the managing underwriters at the time of the initial public offering, and further agrees that the Company may impose stop transfer instructions with its transfer agent in order to enforce the
covenants in (i) and (ii) above. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of the covenants in this Section 4.9 and shall have the right, power and authority
to enforce such covenants as though they were a party hereto. Any release from the Lock-Up Period shall be on a pro rata basis based upon the number of Registrable Securities (as defined in the Rights Agreement) held; provided, however, that one or
more selective releases from the Lock-Up Period not on a pro rata basis may be made with the written consent of the holders of a majority of the Registrable Securities not so released. 

  
 -6- 








 5. Conditions to Closing. 

5.1 Conditions to Obligations of the Investors. The obligations of each Investor to purchase Securities hereunder are subject to the
fulfillment on or before the Initial Closing of each of the following conditions, the waiver of which shall not be effective against the Investor unless consented to in writing thereto: 

(a) Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 shall be true and
correct in all material respects as of the Initial Closing, with the same effect as if made on and as of the Initial Closing. 
 (b)
Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Initial Closing shall have been performed or complied with in all material respects. 

(c) Blue Sky. The Company shall have obtained all necessary blue sky law permits and qualifications, or have the availability of
exemptions therefrom, required by any state for the offer and sale of the Securities. 
 (d) Proceedings and Documents. All
corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Investor. 

(e) Transaction Documents. The Company shall have duly executed and delivered to the Investors the following documents: 

(i) This Agreement; 
 (ii)
Each Note and Warrant issued hereunder; 
 (iii) The Exchange Agreement; 

(iv) The Security Agreement in the form of Exhibit E hereto (the “Security Agreement”); and 

(v) The Amended and Restated Voting Agreement in the form of Exhibit F hereto (the “Voting Agreement”). 

(f) Conversion Event. On or prior to the Initial Closing, the Conversion Event shall have occurred. 

(g) Minimum Investment. At the Initial Closing, the Investors shall purchase Notes with an aggregate principal amount of at least
$2,500,000. 

  
 -7- 








 5.2 Conditions to Obligations of the Company. The obligations of the Company to each
Investor under this Agreement are subject to fulfillment on or before the Closing of each of the following conditions by that Investor: 

(a) Representations. The representations made by the Investors in Section 4 shall be true and correct when made, and shall be
true and correct on the Closing. 
 (b) Blue Sky. The Company shall have obtained all necessary blue sky law permits and
qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Securities. 
 (c)
Transaction Documents. Each Investor shall have duly executed and delivered to the Company this Agreement, the Exchange Agreement the Security Agreement, and the Voting Agreement. 

6. Miscellaneous. 
 6.1
Waivers and Amendments. Except as expressly provided herein, neither this Agreement, the Notes, the Warrants, the Exchange Agreement nor any term hereof or thereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought; provided, however, that the holders of at least two-thirds in interest of the Notes may, with the Company’s prior written
consent, waive, modify or amend any provisions hereof and thereof on behalf of all Investors. 
 6.2 Governing Law. This Agreement
shall be governed in all respects by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California. 

6.3 Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any
Investor and the Closing of the transactions contemplated hereby. 
 6.4 Successors and Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 

6.5 Entire Agreement. This Agreement (including the exhibits attached hereto) and the other documents delivered pursuant hereto
constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. 
 6.6
Notices, etc. All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally by hand or by courier, mailed by United States first-class mail, postage prepaid, sent by
facsimile or sent by electronic mail directed (a) if to an Investor, at such Investor’s address, facsimile number or electronic mail address set forth on the Schedule of Investors, or at such other address, facsimile number or electronic
mail address as such Investor may designate by advance written notice to the Company or (b) if to the Company, to its address or facsimile number set forth on its signature page to this Agreement and directed to the attention of the President,
or at such other address or facsimile number as the Company may designate by advance written notice to each Investor. All such notices and other communications shall be deemed given upon personal delivery, on the date of mailing, upon


  
 -8- 








 
confirmation of facsimile transfer or when directed to the electronic mail address set forth on the Schedule of Investors. With respect to any notice given by the Company under any provision of
the Delaware General Corporation Law or the Company’s charter or bylaws, each Investor agrees that such notice may given by facsimile or by electronic mail. 

6.7 Fees and Expenses. Each of the Company and each Investor shall each bear its own expenses incurred on its behalf with respect to
this Agreement and the transactions contemplated hereby. 
 6.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument. 
 6.9
Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such
dispute, including reasonable attorneys’ fees. 
 6.10 Exculpation Among Investors. Each Investor acknowledges that it is not
relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons,
officers, directors, partners, agents, or employees of any Investor shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securities. 

6.11 Waiver of Anti Dilution Adjustment. The undersigned Investors who are the holders of the requisite outstanding shares of Preferred
Stock, on behalf of themselves and all other holders of Preferred Stock, hereby waive any price-based anti-dilution adjustment under Article V, Section 3(D) of the Restated Certificate with respect to the Company’s sale and issuance
of the Securities pursuant to this Agreement. 
 6.12 Waiver of Right of First Refusal. Pursuant to Section 4.2 of the Rights
Agreement, the undersigned Investors, who are the holders of at least two-thirds of the Registrable Securities (as defined in the Rights Agreement), on behalf of themselves and all other holders of Registrable Securities granted the right of first
offer pursuant to Section 2.3 of the Rights Agreement, hereby agree to waive such right of first offer and any notice requirement contained therein with respect to the Company’s sale and issuance of the Securities pursuant to this
Agreement. 
 6.13 Treatment of Notes. The Company and each Investor agree to (i) treat the Notes as equity for U.S. federal,
state and local tax purposes within the meaning of Internal Revenue Code Section 385(c), and (ii) not take any position inconsistent with such treatment for purposes of tax or information returns filed with the Internal Revenue Service or
any other relevant taxing authority. Notwithstanding the foregoing, the Company makes no assurances that it will complete a Next Financing or a Non-Qualified Financing. 

(signature page follows) 

  
 -9- 








 IN WITNESS WHEREOF, the parties have caused this Convertible Note and Warrant Purchase Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	COMPANY:
	
	CAPNIA, INC.
		
	By:	 	 /s/ Ernest Mario

		 	Ernest Mario
		 	Chief Executive Officer
	
	Address:
	2445 Faber Place
	Suite 250
	Palo Alto, CA 94303



  
 [Signature Page to
Convertible Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have caused this Convertible Note and Warrant Purchase Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	INVESTOR:
	Biotechnology Development Fund IV, LP
	
	 /s/ Edgar G. Engleman

	Edgar G. Engleman
	Managing Member of BioAsia Investments IV, LLC, its General Partner
	
	Biotechnology Development Fund IV Affiliates, LP
	
	 /s/ Edgar G. Engleman

	Edgar G. Engleman
	Managing Member of BioAsia Investments IV, LLC, its General Partner
	
	Vivo Ventures Fund V, LP
	
	 /s/ Edgar G. Engleman

	Edgar G. Engleman
	Managing Member of Vivo Ventures V, LLC, its General Partner
	
	Vivo Ventures V Affiliates Fund, LP
	
	 /s/ Edgar G. Engleman

	Edgar G. Engleman
	Managing Member of Vivo Ventures, LLC, its General Partner



  
 [Signature Page to
Convertible Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have caused this Convertible Note and Warrant Purchase Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	INVESTOR:
	BDF IV Annex Fund, LP
	
	 /s/ Edgar G. Engleman

	 Edgar G. Engleman
 Managing Member of BioAsia
Investments IV, LLC, its General Partner




  
 [Signature Page to
Convertible Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have caused this Convertible Note and Warrant Purchase Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	INVESTOR:
	
	 /s/ Hadar Cars

	(Signature of individual investor or individual signing for entity)
	
	 Hadar Cars AB

	(Please print name of investor)
	
	 Chairman

	(If signing on behalf of an entity, print your title)



  
 [Signature Page to
Convertible Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have caused this Convertible Note and Warrant Purchase Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	INVESTOR:
	
	 /s/ Steinar J. Engelsen

	(Signature of individual investor or individual signing for entity)
	
	 Steinar J. Engelsen

	(Please print name of investor)
	
	  

	(If signing on behalf of an entity, print your title)



  
 [Signature Page to
Convertible Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have caused this Convertible Note and Warrant Purchase Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	INVESTOR:
	
	 /s/ Ronald P. Haak

	(Signature of individual investor or individual signing for entity)
	
	 Ronald P. Haak

	(Please print name of investor)
	
	  

	(If signing on behalf of an entity, print your title)



  
 [Signature Page to
Convertible Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have caused this Convertible Note and Warrant Purchase Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	INVESTOR:
	
	 /s/ Robert K. Steel

	(Signature of individual investor or individual signing for entity)
	
	 Robert K. Steel

	(Please print name of investor)
	
	  

	(If signing on behalf of an entity, print your title)



  
 [Signature Page to
Convertible Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have caused this Convertible Note and Warrant Purchase Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	INVESTOR:
	
	 /s/ John J. Mack

	(Signature of individual investor or individual signing for entity)
	
	 John J. Mack

	(Please print name of investor)
	
	  

	(If signing on behalf of an entity, print your title)



  
 [Signature Page to
Convertible Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have caused this Convertible Note and Warrant Purchase Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	INVESTOR:
	
	 /s/ Ernest Mario

	(Signature of individual investor or individual signing for entity)
	
	 Ernest Mario

	(Please print name of investor)
	
	  

	(If signing on behalf of an entity, print your title)



  
 [Signature Page to
Convertible Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have caused this Convertible Note and Warrant Purchase Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	INVESTOR:
	
	 /s/ Anastasios Parafestas

	(Signature of individual investor or individual signing for entity)
	
	 Triremes 16 LLC

	(Please print name of investor)
	
	 Anastasios Parafestas

	(If signing on behalf of an entity, print your title)
	
	Manager of Spinnaker Capital 2007 GP LLC, its Managing Member



  
 [Signature Page to
Convertible Note and Warrant Purchase Agreement] 








 EXHIBIT A 

Schedule of Investors 
  

					
	 Investor
	  	Principal
Amount	 
		
	 Initial Closing: February 10, 2010
	  			
		
	 BDF IV Annex Fund, L.P.
	  	$	60,000.00	  
		
	 Biotechnology Development Fund IV, L.P.
	  	$	14,321.71	  
		
	 Biotechnology Development Fund IV Affiliates, L.P.
	  	$	264.70	  
		
	 Vivo Ventures Fund V, L.P.
	  	$	1,913,739.97	  
		
	 Vivo Ventures Fund Affiliates V, LP
	  	$	22,459.54	  
		
	 Steinar J. Engelsen
	  	$	2,666.45	  
		
	 Ron Haak
	  	$	17,700.41	  
		
	 Hadar Cars AB
	  	$	2,666.45	  
		
	 John J. Mack
	  	$	265,508.64	  
		
	 Ernest Mario
	  	$	266,558.14	  
		
	 Robert K. Steel
	  	$	265,508.64	  
		
	 Triremes 16 LLC
	  	$	265,508.64	  
		  	  
	  
	 
		
		  	$	3,096,903.29	  
		
	 Final Closing: March 12, 2010
	  			
		
	 Michael Danaher and Carol Danaher, TTEES Danaher Family Trust dtd. 6/29/04
	  	$	1,221.23	  
		
	 Mario Rosati
	  	$	271.46	  
		
	 Shalavi Irrevocable Trust UAD 12/16/99 FBO Alexander Shalavi
	  	$	44,251.18	  
		
	 Shalavi Irrevocable Trust UAD 12/16/99 FBO Gina Shalavi
	  	$	44,251.18	  
		
	 Clyde D. Wagner Living Trust dated June 6, 2001
	  	$	8,850.04	  


  
 A-1 









					
	 Investor
	  	Principal
Amount	 
		
	 Shifteh Karimi Wagner Living Trust dated June 6, 2001
	  	$	8,850.04	  
		
	 A. Morris Williams, Jr.
	  	$	88,502.67	  
		
	 WS Investment Company, LLC (2010A)
	  	$	15,794.83	  
		  	  
	  
	 
		
		  	$	211,992.63	  
		
	 Total:
	  	$	3,308,895.92	  


  
 A-2 








 EXHIBIT B 

Form of Convertible Promissory Note 







 EXHIBIT C 

Form of Warrant to Purchase Shares 







 EXHIBIT D 

Form of Exchange Agreement 







 EXHIBIT E 

Form of Security Agreement 







 EXHIBIT F 

Form of Voting Agreement 







 CAPNIA, INC. 

Convertible Note and Warrant 

Purchase Agreement 

February 10, 2010